Sysco Announces Senior Notes Offering

HOUSTON, Sept. 23, 2014 (GLOBE NEWSWIRE) -- Sysco Corporation (NYSE:SYY) today announced plans to issue unsecured notes in a public offering, subject to market and other conditions. The notes are expected to be issued in six parts with maturities ranging from three years to 30 years.

Sysco plans to use the net proceeds from the sale of the notes to pay the cash portion of the consideration for Sysco's proposed merger with US Foods, to refinance certain indebtedness of US Foods, to unwind certain cash flow hedges that Sysco entered into in contemplation of its assumption or refinancing of such indebtedness, to repay all or a portion of Sysco's outstanding commercial paper and to pay expected future direct transaction costs related to the merger.

Consummation of the merger is subject to customary closing conditions, including the completion of a regulatory review process by the Federal Trade Commission, and is expected to occur in the third or fourth quarter of calendar 2014, but not concurrently with the offering of the notes. If the closing of the merger does not occur on or prior to October 8, 2015, or if the agreement relating to such merger is terminated on or prior to October 8, 2015, Sysco anticipates that it will use the net proceeds from the sale of the notes to redeem each series of notes in whole, at a redemption price equal to 101 percent of the aggregate principal amount of such series of notes, plus accrued and unpaid interest.

Goldman, Sachs & Co., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering.

The notes will be offered and sold pursuant to an effective shelf registration statement (File No. 333-179582), the prospectus included in the registration statement and a preliminary prospectus supplement relating to the offering of the notes filed with the Securities and Exchange Commission (the "SEC"). Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained without charge by visiting the SEC's website at www.sec.gov, or may be obtained from Goldman, Sachs & Co., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC by contacting:

This news release does not constitute an offer to sell or a solicitation of any offer to buy such securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of the securities described in this press release will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Sysco

Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries.

Forward-Looking Statements

Statements made in this press release that look forward in time or that express management's beliefs, expectations or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. These statements include our plans and expectations related to and the benefits of the proposed merger with US Foods. Any business that we acquire may not perform as expected, and we may not realize the anticipated benefits of our acquisitions. The consummation of the merger with US Foods is subject to regulatory approval and the satisfaction of certain conditions, and we cannot predict whether the necessary conditions will be satisfied or waived and the requisite regulatory approvals received. Sysco and US Foods may be required to take certain actions to obtain regulatory approval for the merger, including the divestiture of assets, which could negatively impact the projected benefits of the merger. Termination of the merger agreement with US Foods could require Sysco to make a termination payment of $300 million, which could adversely impact Sysco's stock price, liquidity and financial condition. As a result of uncertainties surrounding the proposed merger, prospective suppliers and customers may delay or decline to enter into agreements with us, and we may also lose current suppliers and customers, and fail to retain key employees. The pending merger and our current pre-merger integration planning efforts may divert our management's attention from day-to-day business operations and the execution of our business transformation initiatives, which could result in performance shortfalls. Integration of the businesses of Sysco and US Foods may be more difficult, costly or time consuming than expected, and the merger may not result in any or all of the anticipated benefits, including cost synergies. We may fail to retain some of US Foods' vendors and customers after the proposed merger. Consummation of the merger will require Sysco to incur significant additional indebtedness, which could adversely impact our financial condition and may hinder our ability to obtain additional financing and pursue other business and investment opportunities. For a discussion of additional factors impacting Sysco's business, see the Company's Annual Report on Form 10-K for the year ended June 28, 2014, as filed with the SEC. Sysco does not undertake to update its forward-looking statements.

Additional Information for USF Stockholders

In connection with the proposed merger with US Foods, Sysco filed with the SEC, and the SEC declared effective on August 8, 2014, a Registration Statement on Form S-4 that includes a consent solicitation statement of USF that also constitutes a prospectus of Sysco. STOCKHOLDERS OF USF ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC's website at www.sec.gov or for free from Sysco at www.sysco.com/investors or by emailing investor_relations@corp.sysco.com. You may also read and copy any reports, statements and other information filed by Sysco with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.